26th Apr 2007 12:10
Cookson Group PLC26 April 2007 26 April 2007 Cookson Group plc Proposed Amendments to the Company's Articles of Association Further to the recent issuance of notices regarding the Company's Annual GeneralMeeting ("AGM") to be held on 24 May 2007 and in accordance with DTR 6.1.2, theCompany announces that it is proposing two special resolutions pertaining to theamendment of the Company's Articles of Association at the forthcoming AGM. Asummary of the resolutions, the reasons they are being proposed and the proposedchanges to the Articles of Association are set out below: Resolution 10 - Authority for the Company to communicate with shareholderselectronically Resolution 10 is a special resolution that authorises the Company to takeadvantage of the new rules conferred by the Companies Act 2006 to allowcompanies to make increased use of electronic communications with theirshareholders and makes amendments to the Articles of Association to reflect thisand other changes necessitated by the new Companies Act. The Company wishes totake advantage of the new rules regarding electronic communication to enable itto communicate with shareholders more quickly and at reduced cost. The proposed amendments to the Articles will allow for the use of electroniccommunications in certain situations when a hard copy signature would otherwisebe required and enable the Company to send all types of notices, documents andinformation to shareholders by electronic means, including via a website andprovides for the deemed delivery of such communications. The amendments willalso enable Directors to take advantage of the new electronic communicationsregime to pass written resolutions electronically, for example via email, orusing a combination of electronic means and other forms of writing. If the shareholders agree to pass Resolution 10, then the Company will have thegeneral power to send or supply shareholders with documents and information inelectronic form (such as by e-mail) and by means of a website. However, theCompany may not begin to communicate with shareholders by e-mail unless anduntil shareholders give their specific individual consent. In addition, theCompany may not supply shareholders with information by means of a website ifthey request to receive information in hard copy form. If Resolution 10 isapproved the Company will seek shareholders' specific consent to both e-mail andwebsite communications. Resolution 11 - Authority for the Company to amend the Articles of Associationto update statutory references Resolution 11 is a special resolution that authorises the Company to makeamendments to the Company's Articles of Association to update statutoryreferences in relation to the new Companies Act 2006 and to delete the upper agelimit for Directors in view of recent age discrimination legislation. The full text of the proposed amendments to the Articles of Association can befound in the Company's AGM Notice which is available on the Company's website atwww.cooksongroup.co.uk . This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vesuvius